VEL ACCOUNT OF ALLMERICA FINANCIAL LIFE INSURANCE & ANN CO
497, 1996-11-27
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<PAGE>

                             PROSPECTUS SUPPLEMENT

            ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
            ------------------------------------------------------
                              VEL ACCOUNT

              (Supplement to Prospectuses Dated April 30, 1996)

                                 * * *

                         PREFERRED LOAN OPTION
                         ---------------------
                                
The following is inserted under the Section "LOAN PRIVILEGE" in the SUMMARY 
and as the last section under POLICY LOANS:

     PREFERRED LOAN OPTION  - A preferred loan option is available under the 
     Policies.  The preferred loan option will be available upon written 
     request. It may be revoked by you at any time. If this option
     has been selected, after the tenth policy anniversary Policy Value in 
     the General Account equal to the loan amount will be credited with 
     interest at an effective annual yield of at least 7.5%.  Our current
     practice is to credit a rate of interest equal to the rate being 
     charged for the preferred loan.

     There is some uncertainty as to the tax treatment of preferred loans.  
     Consult a qualified tax adviser (and see "FEDERAL TAX CONSIDERATIONS").  
     THE PREFERRED LOAN OPTION IS NOT AVAILABLE IN ALL STATES.

The following replaces the third paragraph under "FEDERAL TAX CONSIDERATIONS  
- - TAXATION OF THE POLICIES":

     The Company believes that non-preferred loans received under a Policy 
     will be treated as indebtedness of the policy owner for federal income 
     tax purposes.  Under current law, these loans will not constitute
     income for the Policyowner while the Policy is in force (but see 
     "MODIFIED ENDOWMENT POLICIES").  However, there is a risk that a 
     preferred loan may be characterized by the IRS as a withdrawal and taxed 
     accordingly.  At the present time, the IRS has not issued any guidance on
     whether loans with the attributes of a preferred loan should be treated 
     differently than a non-preferred loan.  This lack of specific guidance 
     makes the tax treatment of preferred loans uncertain.  In the event
     IRS guidelines are issued in the future, you may revoke your request 
     for a preferred loan. 

     Section 264 of the Internal Revenue Code restricts the deduction of 
     interest on Policy loans.  Consumer interest paid on Policy loans under 
     an individually owned Policy is not tax deductible.  No tax deduction
     for interest is allowed on Policy loans exceeding $50,000 in aggregate, 
     if the Insured is an officer or employee of, or is financially interested 
     in, any business carried on by the taxpayer.
                                
                                 * * *
                                
                    TWELVE TRANSFERS WITHOUT CHARGE
                    -------------------------------
                                
The sections "SUMMARY - Transfer Charge," "THE POLICY - Transfer Privilege," 
"CHARGES AND DEDUCTIONS - Transfer Charges," and "MORE INFORMATION ABOUT THE 
GENERAL ACCOUNT -- Transfers, Surrenders, Partial Withdrawals and Policy 
Loans,"  are amended to indicate that the first twelve transfers of Policy 
Value in a Policy year, rather than the first six transfers, will be free of 
charge.
                                 * * *

VEL 87, VEL 91, VEL Plus

<PAGE>

                        PAID-UP INSURANCE OPTION
                        ------------------------
                                
Effective January 6, 1997, upon written request a Policyowner may exercise a 
paid-up insurance option.  Paid-up life insurance is fixed insurance, usually 
having a reduced face amount,  for the lifetime of the insured with no 
further premiums due.  If the Policyowner elects this option, certain 
Policyowner rights and benefits may be limited.

The paid-up fixed insurance will be in the amount that the surrender value of 
the Policy can purchase for a net single premium at the Insured's age and 
underwriting class on the date this option is elected.    The Company will 
transfer any policy value in the Variable Account to the General Account on 
the date it receives the  written request to elect the option.    If the 
surrender value exceeds the net single premium, the Company will pay the 
excess to the Policyowner.  The net single premium is based on the 
Commissioners 1980 Standard Ordinary Mortality Tables, Smoker or Non-Smoker 
(Table B for unisex policies) with increases in the tables for non-standard 
risks.  Interest will not be less than 4.5%.

IF THE PAID-UP INSURANCE OPTION IS ELECTED, THE FOLLOWING POLICYOWNER RIGHTS 
AND BENEFITS WILL BE AFFECTED:

- -     As described above, the paid-up insurance benefit is computed 
      differently from the net death benefit, and the death benefit options 
      will not apply.
- -     The Company will transfer the policy value in the Variable Account to 
      the General Account on the date it receives the written request to 
      elect the option.  The Company  will not allow transfers of policy 
      value from the General Account back to the Variable Account.  
- -     The Policyowner may not make further payments.
- -     The Policyowner may not increase or decrease the face amount or make 
      partial withdrawals.
- -     Riders will continue only with the Company's consent.

After electing paid-up fixed insurance, the Policyowner may surrender the 
Policy for its net cash value.  The cash value is equal to  the net single 
premium for paid-up insurance at the Insured's attained age.  The net cash 
value is the cash value less any outstanding loans.

                                   * * *
                                
                     CHANGES IN DIRECTORS AND OFFICERS
                     ---------------------------------

John P. Kavanaugh, Edward J. Parry III and J. Barry May have been elected as 
Directors of the Company. Mr. Kavanaugh has been a Vice-President of the 
Company since 1992, and previously served as Second Vice-President of the 
Company. Mr. Kavanaugh is also a Director and Vice President of First 
Allmerica Financial Life Insurance Company, and is a Director and President 
of Allmerica Asset Management, Inc. Mr. Parry has been Vice President and 
Treasurer of the Company since 1993; Assistant Vice President from 1992 to 
1993; and was previously a Manager, Price Waterhouse, from 1987 to 1992. He 
is also a Director and Officer of First Allmerica. Mr. May has been President 
of the Hanover Insurance Company since September, 1996. He previously served 
as Eastern Regional Vice-President and Regional Vice President of the New 
England Region of the Hanover Insurance Company. Mr. May is also a Director 
of First Allmerica.

Kruno Huitzingh, Theodore J. Rupley, and Diane E. Wood have resigned as 
Directors and officers of the Company. Mark C. Colborn has resigned as 
Controller, but continues as Vice-President.


Prospectus Supplement dated November 25, 1996.



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